SecProbe.io

CORRESP
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filename1.htm

January 15, 2025

Rebecca
Marquigny

Senior
Counsel

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Elevation
Series Trust; File Nos. 333-265972, 811-23812

Dear
Ms. Marquigny:

On
September 19, 2024, Elevation Series Trust (the “Trust” or “Registrant”) filed an amendment to its Registration
Statement under Form N-1A pursuant to the Securities Act of 1933 (“the 1933 Act”) and the Investment Company Act of 1940
on behalf of Clough Hedged Equity ETF and Clough Select Equity ETF (each a “Fund” and collectively the “Funds”).
The Funds are being established as “shell” funds in anticipation of a reorganization of the Funds from the Listed
Funds Trust to the Trust. Please
note that the shareholder proxy solicitation will be conducted using a form of proxy filed on Schedule 14A. It is our view that the shares
to be issued in the reorganization need not be registered under the 1933 Act and therefore no Form N-14 registration statement need be
filed. An analysis on this point was provided to the staff by the Listed Funds Trust.

The
Trust has revised the Fund’s prospectus in response to comments given by you via telephone to Matthew Tobin on November 5, 2024.
Those comments are summarized below, with corresponding responses following each comment, which the Registrant has authorized Thompson
Hine LLP to make on its behalf. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the document
to which the applicable comment relates.

General
Comments

Comment
1. Please reply in writing at least five days prior to any automatic effective date. We remind you that the Fund and its management
are responsible for the accuracy and adequacy of the disclosure notwithstanding any review, comment, action, or absence of action by
the SEC staff.

Response.
Please note that a Form 485 BXT was filed on December 31, 2024 to designate a new effective date of January 14, 2025. Please see
below for responses to your comments as well as relevant attachments as indicated in certain responses.

JoAnn.Strasser@ThompsonHine.com
Fax: 614.469.3361 Phone: 614.469.3265

January
15, 2025

Page
2

Hedged
Equity ETF

Principal
Investment Strategies of the Fund

Comment
2. Please include completed fee tables and expense examples. Also, please confirm that there is no waiver or recoupment arrangement.
We may have additional comments.

Response.
Please see the completed fee tables and expense examples in the attached Clough Hedged Equity and Clough Select Equity ETF –
Combined Prospectus – REDLINE (the “Prospectus”). Additionally, the Registrant confirms that neither Fund has a waiver
or recoupment arrangement.

Comment
3. Please supplement the initial disclosure in the principal strategy summary to state the Fund’s investment thesis more precisely.
Specifically, clarify the following language within sentence number one: above-average financial characteristics, in comparison
to what? Second, undervalued as measured by which metrics? Third, what metric or metrics indicate that companies “have
growth potential”? In addition, clarify how the adviser concludes a company will decline in price sufficiently to merit taking
a short position in its securities.

Response.
Please see the attached Prospectus for clarifications and supplements made to the initial disclosure in the principal strategy summary.

Comment
4. We note your statement that you may invest in companies of “all market capitalizations.” Over the last year,
has the portfolio been tilted toward a particular market capitalization or capitalizations or other investment factors intentionally
or otherwise? If so, please use more definitive language to describe the strategy. Discuss what you actually do and intend to do, and
limit or move “may” disclosure to later in the filing.

Response.
In the most recent fiscal year, approximately 60-70% of the Fund’s exposure was to large-cap stocks, 10-15% to mid-cap
and 5-10% to small-cap. Although the Fund’s strategy includes companies organized in the U.S. but deriving revenue from international
markets, including emerging markets, approximately 3/4 of the Fund’s exposure was to the United States in the most recent fiscal
year. This allocation may shift over time based on market conditions and opportunities. The attached Prospectus includes revisions to
address the questions presented.

Comment
5. If the Fund uses unsponsored depositary receipts, please state this in the strategy and address the unique risks of unsponsored
instruments in the risk summary.

Response.
The Fund only uses sponsored depositary receipts, which has been specified in the attached Prospectus.

Comment
6. You state that the adviser typically seeks companies that “it believes will outperform the market over the course of
an entire (five to eleven year) market cycle.” However, you also identify high portfolio turnover as a principal risk. Please
reconcile the disclosure to address the inconsistency these two concepts present.

Response.
Please see the revisions made to reconcile the inconsistency in the attached Prospectus.

January
15, 2025

Page
3

Comment
7. In paragraph 2, the third sentence says “the Adviser typically looks to purchase securities of companies organized in
the US but doing a substantial amount of business outside the U.S.,” while the fourth sentence discusses “exposure
to emerging markets through investments in U.S.-listed securities, including ADRs, of companies domiciled in emerging markets.”
If the overall portfolio predominantly will be foreign exposure, please say this directly. Also, please quantify “substantial”
and define the term “emerging markets”.

Response.
The overall portfolio will not be predominately foreign exposure. Please see the attached Prospectus, which was revised to better
explain the investment strategies utilized. Please note that “substantial” has been replaced with more succinct language.

Comment
8. The end of the third sentence describes the funds volatility goal as “lower than that experienced by the broader market.”
To which “broader market” does this refer? (Global equity market? US equity market? Foreign equity market? Emerging
market companies?) Please specify.

Response.
The attached Prospectus has been updated to specify the “broader market” reference.

Comment
9. What does “key, proprietary insights into industry or economic trends…uncovered by the Adviser” mean.
Please rewrite this in plain English. Likewise, what constitutes a “major global investment theme(s),” and how does
the adviser identify an “attractive” one? Please explain these concepts in concrete terms and consider providing examples.

Response.
Please see attached the revisions made to the Prospectus to explain the strategies in plain English.

Comment
10. The fourth paragraph is predominately jargon. Please explain what you mean by a “competitive position,” (e.g.
competitive relative to what?). How does the adviser assess the quality of company management (e.g. using what methods and what metrics)?
To what does “relative valuation sustainability attributes” refer (e.g. sustainable how)? Relative to what? Please
replace the jargon with ordinary language unsophisticated investors can understand comfortably. The same comment applies to the 5th
paragraph too. Use a term other than “profit headwinds,” and identify the kind of “competitive pressures”
you envision here. What is the relevant “period or time” here (e.g. six months or a 5-11 year cycle)?

Response.
Please see attached the revisions made to the Prospectus to remove the jargon and explain the strategies in plain English.

Comment
11. Describe the Fund’s hedging strategy in greater detail. For example, when will the adviser use puts and calls to hedge
positions and what other derivatives are contemplated. What are “long-dated bonds” and when/how will they be advantageous?
The current disclosure gives the adviser so much flexibility that an investor cannot get a reasonable sense of the kind of companies
the fund is expected to hold. Revise or supplement the disclosure to make this paragraph more useful.

Response.
Please see in the attached Prospectus the revisions made to better describe the Fund’s hedging strategy.

Comment
12. It is unclear in the current disclosure how the adviser will consider issuer or sector exposures, position limits, and debt outstanding
when making decisions on the construction of the Fund’s portfolio. Please revise the final section of the Fund’s principal
strategy to disclose any portfolio construction parameters that you will use to construct the Fund’s portfolio, along with a funds
anticipated average maturity of the relevant derivatives the Fund will employ.

Response.
Please see the revisions made to the attached Prospectus regarding the portfolio construction parameters and the anticipated maturity
of the relevant derivatives the Fund will employ. Upon further review, the Registrant has determined long-dated bonds are not part of
the principal investment strategy and removed this disclosure from the Prospectus.

January
15, 2025

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4

Principal
Risks of Investing in the Fund

Comment
13. We note certain risks are raised only in the context of your depositary receipts risk and also should be included in the foreign
(and emerging) markets risk descriptions. In your foreign markets risk description, specifically state “Foreign markets ADRs
and ETFs involve risks similar to those associated with investments in foreign securities, such as changes in political or economic conditions
of other countries, changes in the exchange rates of foreign currencies, and, because the underlying securities of ADRs and ETFs trade
on foreign exchanges at times when the U.S. markets are not open for trading, the value of the securities underlying the ADRs and ETFs
may change materially at times when the U.S. markets are not open for trading, regardless of whether there is an active U.S. market for
shares.”

In
addition, please note that this in turn could lead to differences in the market price of the ETF's shares and the underlying value of
those shares. Please supplement the foreign risk disclosure accordingly.

Response.
Please see below the additions to the Emerging Markets Risk and Foreign Markets Risk disclosures.

  ●
  Emerging Markets Risk. Emerging markets are subject to greater market
                         volatility, lower trading volume, political and economic instability, uncertainty regarding the existence of
                         trading markets and more governmental limitations on foreign investment than more developed markets. In addition,
                         securities in emerging markets may be subject to greater price fluctuations than securities in more developed
                         markets. Differences in regulatory, accounting, auditing, and financial reporting and recordkeeping standards
                         could impede the Adviser’s ability to evaluate local companies and impact the Fund’s performance.
                         Foreign markets ADRs and ETFs involve risks similar to those associated with investments in foreign securities,
                         such as changes in political or economic conditions of other countries, changes in the exchange rates of foreign
                         currencies, and, because the underlying securities of ADRs and ETFs trade on foreign exchanges at times when
                         the U.S. markets are not open for trading, the value of the securities underlying the ADRs and ETFs may change
                         materially at times when the U.S. markets are not open for trading, regardless of whether there is an active
                         U.S. market for shares.

January
15, 2025

Page
5

  ●
  Foreign Markets Risk. Investments in ADRs and ETFs that provide exposure
                         to non-U.S. securities involve certain risks that may not be present with investments in U.S. securities. For
                         example, the value of non-U.S. securities may be subject to risk of decline due to foreign currency fluctuations
                         or to political or economic instability. Investments in ADRs also may be subject to withholding or other taxes
                         and may be indirectly subject to additional trading, settlement, custodial, and operational risks. These and
                         other factors can make investments in the Fund more volatile and potentially less liquid than other types of
                         investments. Foreign markets ADRs and ETFs involve risks similar to those associated with investments in
                         foreign securities, such as changes in political or economic conditions of other countries, changes in the exchange
                         rates of foreign currencies, and, because the underlying securities of ADRs and ETFs trade on foreign exchanges
                         at times when the U.S. markets are not open for trading, the value of the securities underlying the ADRs and
                         ETFs may change materially at times when the U.S. markets are not open for trading, regardless of whether there
                         is an active U.S. market for shares. This, in turn, could lead to differences in the market price of the ETF’s
                         and ADR shares and the underlying value of those shares.

Comment
14. Consistent with instruction 6 of item 27A-(d)(2), of form N-1A, the fund’s "broad-based index" should
be an index that represents the overall applicable domestic or international equity or debt markets as appropriate. In your response
letter, please supplementally explain to us how the broad-based securities market index of the predecessor fund is an appropriate index
for purposes of the form requirement.

Response.
The Registrant will adopt the Bloomberg World Large, Mid & Small Cap Equal Weight Total Return Index (the “WLSEQT Index”)
as the Fund’s broad-based index because it is an equal weighted equity benchmark that covers the top 99% of market cap of the measured
market. The benchmark adoption is reflected in the attached Prospectus.

Comment
15. To the extent applicable, please make all the same changes to this Fund’s disclosure as in response to our comments on
the prior fund.

Response.
Please see below Comments 16 through 26 which address the relevant changes made for the Clough Select Equity ETF.

January
15, 2025

Page
6

Clough
Select Equity ETF

Principal
Investment Strategies of the Fund

Comment
16. Please supplement the initial disclosure in the principal strategy summary to state the Fund’s investment thesis more precisely.
Specifically, clarify the following language within sentence number one: above-average financial characteristics, in comparison
to what? Second, undervalued as measured by which metrics? Third, what metric or metrics indicate that companies “have
growth potential”? In addition, clarify how the adviser concludes a company will decline in price sufficiently to merit taking
a short position in its securities.

Response.
Please see the attached Prospectus for clarifications and supplements made to the initial disclosure in the principal strategy summary.

Comment
17. We note your statement that you may invest in companies of “all market capitalizations.” Over the last year,
has the portfolio been tilted toward a particular market capitalization or capitalizations or other investment factors intentionally
or otherwise? If so, please use more definitive language to describe the strategy. Discuss what you actually do and intend to do, and
limit or move “may” disclosure to later in the filing.

Response.
In the most recent fiscal year, approximately 50-60% of the Fund’s exposure was to large-cap stocks, 15-20% to mid-cap
and 5-15% to small-cap. Although the Fund’s strategy includes companies organ